exv10w6






Exhibit 10.6




AMENDMENT NO. 15

TO THE

ENSCO SAVINGS PLAN

(As Revised and Restated Effective January 1, 1997)




     THIS AMENDMENT NO. 15, executed this third day of November, 2009, and effective as of the
dates specified herein, by Ensco International Incorporated, having its principal office in Dallas,
Texas (hereinafter referred to as the “Company”).



W I T N E S S E T H:




     WHEREAS, the Company revised and restated the ENSCO Savings Plan (the “Plan”), effective
January 1, 1997, except for certain provisions for which another effective date was subsequently
provided elsewhere in the terms of the Plan, to (i) incorporate the prior amendments to the Plan,
(ii) incorporate such other provisions as were necessary due to the merger of the Penrod Thrift
Plan and the Dual 401(k) Plan into the Plan, (iii) clarify the definition of “annual compensation”
used for nondiscrimination testing under Sections 401(k) and 401(m) of the Code, and (iv) bring the
Plan into compliance with the Internal Revenue Code of 1986, as amended (the “Code”), as modified
by the Small Business Job Protection Act of 1996, the General Agreement on Tariffs and Trade under
the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of
1994, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of
1998, and the Community Renewal Tax Relief Act of 2000, as well as all applicable rules,
regulations and administrative pronouncements enacted, promulgated or issued since the date the
Plan was last restated;



     WHEREAS, the Company adopted Amendment No. 1 to the revised and restated Plan, effective
January 1, 2002, to reflect the proposed Treasury regulations (the “Proposed Regulations”) issued
under Section 401(a)(9) of Code;



     WHEREAS, the Company adopted Amendment No. 2 to the revised and restated Plan, effective as of
January 1, 2002, except as specifically otherwise in Amendment No. 2, to (i) reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) which
generally became applicable to the Plan effective as of January 1, 2002, and (ii) constitute good
faith compliance with the requirements of EGTRRA;



     WHEREAS, the Pension and Welfare Benefits Administration of the Department of Labor issued
final regulations establishing new standards for processing benefit claims of participants and
beneficiaries under Section 15.6 of the Plan which have been clarified by further guidance from the
Pension and Welfare Benefits Administration (collectively the “Final Claims Procedure
Regulations”);



     WHEREAS, the Proposed Regulations for which the revised and restated Plan was amended by
Amendment No. 1 were replaced by final Treasury regulations that were issued April 17, 2002 under
Section 401(a)(9) of the Code relating to required minimum distributions under Section 15.4 of the
Plan (the “Final Required Minimum Distribution Regulations”);



 









 





     WHEREAS, the Company acquired Chiles Offshore Inc. (“Chiles”), effective August 7, 2002,
pursuant to a merger agreement among the Company, Chore Acquisition, Inc. (“Chore”), a wholly-owned
subsidiary of the Company, and Chiles, whereby Chiles was merged with and into Chore, with Chore
being the surviving company and continuing to exist as a wholly-owned subsidiary of the Company and
the successor sponsor to Chiles of the Chiles Offshore Inc. 401(k) Retirement Savings Plan (the
“Chiles 401(k) Plan”);



     WHEREAS, the employees of Chiles that continued as employees of a subsidiary of the Company on
and after August 7, 2002 continued to be eligible to participate in the Chiles 401(k) Plan through
September 30, 2002 and then became eligible to participate in the Plan effective October 1, 2002;



     WHEREAS, the Chiles 401(k) Plan was merged into the Plan effective October 1, 2002 and the
assets of the Chiles 401(k) Plan were transferred on October 1, 2002 from the trust established
pursuant to the Chiles 401(k) Plan to the trust established pursuant to the Plan;



     WHEREAS, the Company adopted Amendment No. 3 to the revised and restated Plan, effective as of
October 1, 2002, unless specifically provided otherwise in Amendment No. 3, to, among other things,
(i) revise Section 15.6 of the Plan to provide that the administrator of the Plan shall process
benefit claims of participants and beneficiaries pursuant to the claims procedure specified in the
summary plan description for the Plan which shall comply with the Final Claims Procedure
Regulations, as may be amended from time to time, (ii) reflect the Final Required Minimum
Distribution Regulations by amending Section 15.4 of the Plan consistent with the Model Amendment
provided by the Internal Revenue Service in Rev. Proc. 2002-29, (iii) permit participation in the
Plan on October 1, 2002 (the “Date of Participation”) by all employees of Chiles who are both
eligible to participate in the Chiles 401(k) Plan as of September 30, 2002 and are employed by the
Company or a subsidiary of the Company on October 1, 2002, (iv) provide all employees of Chiles who
begin to participate in the Plan as of the Date of Participation with credit for all actual service
with Chiles for purposes of the eligibility and vesting provisions of the Plan, (v) provide that
any participant in the Chiles 401(k) Plan who has credit under the Chiles 401(k) Plan for at least
three years of vesting service as of the Date of Participation shall continue to vest under the
Plan in his account balance in the Plan pursuant to the vesting schedule contained in the Chiles
401(k) Plan, (vi) provide that any participant in the Chiles 401(k) Plan who has credit under the
Chiles 401(k) Plan for two years of vesting service as of the Date of Participation shall remain
40% vested in his account balance in the Plan but, subsequent to the Date of Participation, shall
continue to vest in his account balance in the Plan pursuant to the vesting schedule of the Plan,
(vii) provide that any participant in the Chiles 401(k) Plan who has credit under the Chiles 401(k)
Plan for one year of vesting service as of the Date of Participation shall remain 20% vested in his
account balance in the Plan but, subsequent to the Date of Participation, shall continue to vest in
his account balance in the Plan pursuant to the vesting schedule of the Plan, (viii) provide that
any participant in the Chiles 401(k) Plan as of the Date of Participation shall become fully vested
in his account balance in the Plan as of the date he has both attained age 55 and received credit
under the Plan for at least five years of vesting service, and (ix) provide that any participant in
the Chiles 401(k) Plan as of the Date of Participation shall be eligible for an in-service
withdrawal from the Plan under Section 15.5(c) of the Plan once every six months after he has
attained 591/2;



-2-









 






     WHEREAS, the Company adopted Amendment No. 4 to the revised and restated Plan to retroactively
amend the definition of Profit Sharing Entry Date in Section 1.16 of the Plan to conform the terms
of Section 1.16 of the Plan to the actual operation of the Plan as authorized by Section 2.07(3) of
Appendix B to Rev. Proc. 2002-47;



     WHEREAS, the Company adopted Amendment No. 5 to the revised and restated Plan to (i) reduce
the service requirement to become eligible to participate in the 401(k) feature of the Plan,
(ii) revise the requirements for an election to participate in the 401(k) feature of the Plan and
for subsequent amendments to a salary reduction agreement, and (iii) increase the maximum deferral
percentage that may be elected under a salary reduction agreement;



     WHEREAS, EGTRRA amended Section 401(a)(31)(B) of the Code to require that mandatory
distributions of more than $1,000 from the Plan be paid in a direct rollover to an individual
retirement plan as defined in Sections 408(a) and (b) of the Code if the distributee does not make
an affirmative election to have the amount paid in a direct rollover to an eligible retirement plan
or to receive the distribution directly and I.R.S. Notice 2005-5 provides that this provision
becomes effective to the Plan for distributions on or after March 28, 2005;



     WHEREAS, the Company adopted Amendment No. 6 to the revised and restated Plan (i) effective as
of September 1, 2005, to increase the normal retirement age under the Plan from age 60 to age 65,
and (ii) effective as of March 28, 2005, to comply with the provisions of Section 401(a)(31)(B) of
the Code, as amended by EGTRRA and the guidance issued in I.R.S. Notice 2005-5 relating to the
application of the new rules in connection with automatic rollovers of certain mandatory
distributions;



     WHEREAS, the Katrina Emergency Tax Relief Act of 2005 (“KETRA”) amended the Code to
immediately authorize tax-favored withdrawals and special provisions for loans from qualified
retirement plans to provide relief relating to Hurricane Katrina;



     WHEREAS, the Company adopted Amendment No. 7 to the revised and restated Plan, effective as of
October 3, 2005, to provide temporary relief to certain participants and related individuals
affected by Hurricane Katrina in the form of (i) hardship withdrawals from the Plan, and
(ii) modified loan provisions for certain loans from the Plan;



     WHEREAS, the Gulf Opportunity Zone Act of 2005 amended the Code to expand the
hurricane-related relief provided under KETRA to victims of Hurricane Rita and Hurricane Wilma;



     WHEREAS, the Company adopted Amendment No. 8 to the revised and restated Plan to provide
temporary relief to certain participants and related individuals affected by Hurricane Rita and/or
Hurricane Wilma in the form of (i) hardship withdrawals from the Plan, and (ii) modified loan
provisions for certain loans from the Plan;



     WHEREAS, the Company adopted Amendment No. 9 to the revised and restated Plan, effective
January 1, 2007, to reduce the service requirement to become eligible to participate in the profit
sharing feature of the Plan with respect to employees who are employed or reemployed after December
31, 2006;



-3-









 





     WHEREAS, the Department of Treasury issued final regulations under Sections 401(k) and 401(m)
of the Code which generally became applicable to the Plan effective as of January 1, 2006
(collectively the “Final 401(k)/401(m) Regulations”);



     WHEREAS, the Company adopted Amendment No. 10 to the revised and restated Plan (i) effective
as of January 1 2006, to reflect the Final 401(k)/401(m) Regulations and to constitute good faith
compliance with the Final 401(k)/(m) Regulations and (ii) effective as of January 1, 2007, to
exclude Carl F. Thorne from further participation in the profit sharing feature of the Plan;



     WHEREAS, the Company adopted Amendment No. 11 to the revised and restated Plan, effective
January 1, 2008, to (i) clarify that certain highly compensated employees are not permitted to
amend their salary reduction contribution elections for a year during the year, and (ii) amend the
vesting schedule in Section 14.2 of the Plan;



     WHEREAS, the Pension Protection Act of 2006 requires participant-directed individual account
plans to provide quarterly benefit statements to the plans’ participants providing certain specific
information;



     WHEREAS, the Department of Labor issued final regulations relating to qualified default
investment alternatives in participant-directed individual account plans which may become
applicable to a plan effective on or after December 24, 2007 (the “Qualified Default Investment
Alternatives Regulations”);



     WHEREAS, the Company adopted Amendment No. 12 to the revised and restated Plan, to (i) amend,
effective as of January 1, 2008, the investment funds specified in Section 1.24 of the Plan
available for participant direction of investment, (ii) amend, effective June 1, 2008, Section 1.24
and Section 22.8 of the Plan to provide a limitation on the portion of a participant’s individual
account that may be invested in Fund 5, (iii) amend, effective June 1, 2008, Section 3.1 of the
Plan to provide for automatic enrollments, (iv) amend, effective as of January 1, 2007,
Section 10.2 and Section 22.8 of the Plan to comply with the quarterly benefit statement
requirements of the Pension Protection Act of 2006, (v) amend, effective June 1, 2008,
Section 15.11 of the Plan to provide for eligible rollover distributions by non-spousal
beneficiaries as permitted by the Pension Protection Act of 2006, and (vi) amend, effective June 1,
2008, Section 22.8 and Section 22.10 of the Plan to change the default investment fund and to
specify related procedures in compliance with the Qualified Default Investment Alternatives
Regulations governing the investment of the individual account of new participants with an
employment or re-employment commencement date after May 31, 2008 who fail to affirmatively direct
the investment of their individual accounts;



     WHEREAS, the Company adopted Amendment No. 13 to the revised and restated Plan, to (i) amend,
effective as of February 1, 2009, the investment funds specified in Section 1.24 of the Plan
available for participant direction of investment, (ii) amend, effective January 1, 2009, except as
otherwise specifically provided therein to the contrary, Article II and Section 3.1(b)(iv) of the
Plan to provide for the exclusion from initial or continued eligibility to participate in the Plan
of all employees of the Company and Affiliated Companies who become or may subsequently become
eligible to participate in the Ensco Multinational Savings Plan on



-4-









 





or after January 1, 2009, or would otherwise become or subsequently become eligible to
participate in the Ensco Multinational Savings Plan on or after January 1, 2009 but for the fact
that any such employee is not working outside the country of the employee’s permanent residence,
(iii) amend, effective January 1, 2008, Section 3.2 of the Plan to provide that an employer shall
make additional matching contributions as of the last day of any plan year, commencing with the
plan year ending December 31, 2008, to the extent the Plan administrator determines that a
participant did not receive the same amount of matching contributions to which the participant was
entitled for that plan year based on his salary reduction contributions and his annual compensation
for that plan year, and (iv) amend, effective January 1, 2008, Section 7.4 of the Plan to provide
for the exclusion of all participants and employees of the Company and Affiliated Companies who
become or may subsequently become eligible to participate in the Ensco Multinational Savings Plan
on or after January 1, 2009, or would otherwise become or subsequently become eligible to
participate in the Ensco Multinational Savings Plan on or after January 1, 2009 but for the fact
that any such employee is not working outside the country of the employee’s permanent residence,
from initial or continued eligibility to share in the allocation of any profit sharing contribution
(as well as the forfeitures, if any, that may become allocable under Section 7.4 along with such
profit sharing contributions) that may be made to the Plan under Section 3.3 for any plan year
beginning on or after January 1, 2008;




     WHEREAS, final Treasury regulations were issued under Section 415 of the Code which became
effective to the Plan as of January 1, 2008 (the “Final 415 Regulations”);



     WHEREAS, the Company adopted Amendment No. 14 to the revised and restated Plan, to (i) amend,
effective January 1, 2008, Article VIII of the Plan to reflect the Final 415 Regulations, and (ii)
amend, effective October 1, 2009, Section 22.8 of the Plan to reduce the increments by which
participants can select investment funds from ten percent to the lowest increment determined from
time to time by the administrator of the Plan and to reduce the limitation on the portion of a
participant’s individual account that may be invested in Fund 5; and



     WHEREAS, the Company now desires to adopt this Amendment No. 15 to the revised and restated
Plan, to (i) amend, effective January 1, 2008, Section 4.1 of the Plan to reflect the change made
to the Code by the provisions of the Worker, Retiree, and Employer Recovery Act of 2008 which
provide that the correction of excess elective deferrals by distribution for taxable years
beginning after December 31, 2007 shall not require the distribution of gap period income, i.e.,
earnings attributable to such distributed amounts after the end of the taxable year through the
date prior to the date of distribution, (ii) amend Sections 4.3 and 5.2 of the Plan, as amended, to
reflect the provisions of the Pension Protection Act of 2006 which provide that the correction of
excess salary reduction contributions and excess matching contributions by distribution for plan
years beginning after December 31, 2007 shall not require the distribution of gap period income,
i.e., earnings attributable to such distributed amounts after the end of the plan year through the
date prior to the date of distribution, and (iii) amend, effective for distributions after December
31, 2006, Section 15.2 of the Plan, as amended, to reflect the provisions of the Pension Protection
Act of 2006 which specify the content and timing requirements for notices required to be provided
to participants regarding their distribution election rights under the Plan;



     NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the
Company hereby adopts the following Amendment No. 15 to the Plan:



-5-









 





     1. The second paragraph of Section 4.1 of the Plan is hereby amended and replaced, effective
January 1, 2008, by the following three paragraphs to read as follows:



     If the Salary Reduction Contributions made pursuant to Section 3.1(a) on behalf of a
Participant for a taxable year exceed the Annual Deferral Limitation for that year, the amount of
such excess shall be referred to as “Excess Elective Deferrals.” Excess Elective Deferrals
(adjusted for the income or loss attributable to such excess amount) shall be distributed to the
Participant not later than the April 15 immediately following the taxable year of the Participant
for which the Excess Elective Deferrals were made to the Plan. The Administrator shall reduce the
amount of the Excess Elective Deferrals for a taxable year distributable to the Participant under
this Section 4.1 by the amount of Excess Salary Reduction Contributions (as determined under
Section 4.3), if any, previously distributed to the Participant for the Year beginning in that
taxable year.



     For taxable years beginning after December 31, 2005, the Administrator shall determine the net
income or net loss to adjust Excess Elective Deferrals up to the date of distribution in the manner
described in this paragraph. The income or loss allocable to Excess Elective Deferrals shall be
equal to the sum of (i) the income or loss allocable to the Participant’s 401(k) Account for the
taxable year multiplied by a fraction, the numerator of which shall be the amount of the
Participant’s Excess Elective Deferrals for the taxable year under this Section 4.1 and the
denominator of which shall be the balance of his 401(k) Account without regard to any income or
loss occurring during the taxable year and (ii) ten percent of the amount determined under clause
(i) multiplied by the number of whole calendar months between the end of the Participant’s taxable
year and the date of distribution of the Excess Elective Deferrals, counting the month of
distribution of the Excess Elective Deferrals if the distribution occurs after the 15th
of such month. The Administrator may, in its discretion, determine to use any other reasonable
method for computing the income or loss attributable to Excess Elective Deferrals, provided that
the method (i) does not violate Section 401(a)(4) of the Code, (ii) is used consistently for all
Participants and for all corrective distributions under the Plan for the taxable year, and (iii) is
used by the Plan for allocating income or loss to Participants’ Individual Accounts. In adjusting
a Participant’s Excess Elective Deferrals for the income or loss attributable to such Excess
Elective Deferrals made in taxable years after December 31, 2007, the income or loss for the “gap
period” shall not be considered.



     For taxable years beginning before January 1, 2006, the Administrator shall determine the net
income or net loss in the same manner as described in Section 4.3 for Excess Salary Reduction
Contributions, except the numerator of the allocation fraction shall be the amount of the
Participant’s Excess Elective Deferrals for the taxable year under this Section 4.1 and the
denominator of the allocation fraction shall be the balance of the Participant’s 401(k) Account
attributable to Salary Reduction Contributions as of the end of the taxable year [without regard to
the net income or net loss for the taxable year on that portion of the Participant’s 401(k)
Account]; provided, however, if there is a loss attributable to such excess amount, the amount of
the distribution adjusted for such loss shall be limited to an amount which does not exceed the
lesser of (i) the balance of the Participant’s 401(k) Account or (ii) the Salary Reduction
Contributions made on behalf of the Participant for that taxable year. In adjusting a
Participant’s Excess Elective Deferrals for the income or loss attributable to such Excess Elective
Deferrals,



-6-









 





the income or loss attributable to such excess deferrals for the “gap period” shall not be
considered.




     2. The third and fourth paragraphs of Section 4.3 of the Plan, as amended, are hereby amended
and replaced, effective January 1, 2008, by the following three paragraphs to read as follows:



     Except as determined otherwise by the Administrator pursuant to this paragraph, the income or
loss attributable to the portion of the Excess Salary Reduction Contributions for any Year
beginning after December 31, 2005 that are to be distributed to a Highly Compensated Employee
hereunder shall be determined by multiplying the amount of the income or loss allocable to the
Participant’s 401(k) Account for the Year by a fraction, the numerator of which is the portion of
the Excess Salary Reduction Contributions for the Year that are to be distributed to that
Participant and the denominator of which is the sum of the balance of the Participant’s 401(k)
Account as of the first day of the Year and any Salary Reduction Contributions allocated to the
Participant’s 401(k) Account for that Year. The Administrator may, in its discretion, determine to
use any other reasonable method for computing the income or loss attributable to Excess Salary
Reduction Contributions, provided that the method (i) does not violate Section 401(a)(4) of the
Code, (ii) is used consistently for all Participants and for all corrective distributions under the
Plan for the Year, and (iii) is used by the Plan for allocating income or loss to Participants’
Individual Accounts. The Plan shall not be considered to fail to use a reasonable method for
computing the income or loss attributable to Excess Salary Reduction Contributions merely because
the income or loss attributable to Excess Salary Reduction Contributions is determined on a date
that is no more than seven days before the date of distribution of such Excess Salary Reduction
Contributions.



     In adjusting a Participant’s Excess Salary Reduction Contributions for the income or loss
attributable to such Excess Salary Reduction Contributions for the Years beginning January 1, 2006
and January 1, 2007, the income or loss attributable to such excess contributions for the “gap
period” shall be considered. For purposes of this Section 4.3, “gap period” shall mean the period
beginning with the first day of the Year next following the Year for which the Excess Salary
Reduction Contributions were made on behalf of the Participant and ending on the date of
distribution of such Excess Salary Reduction Contributions. The Administrator may, in its
discretion, determine to use the safe harbor method to determine income or loss attributable to
Excess Salary Reduction Contributions for the gap period under which the income or loss
attributable to Excess Salary Reduction Contributions for the gap period shall be equal to ten
percent of the income or loss attributable to Excess Salary Reduction Contributions for the Year
that would be determined under the immediately preceding paragraph, multiplied by the number of
calendar months that have elapsed since the end of that Year. For purposes of calculating the
number of calendar months that have elapsed under this safe harbor method, a corrective
distribution that is made on or before the 15th day of a month shall be treated as made
on the last day of the preceding month and a corrective distribution that is made after the
15th day of a month shall be treated as made on the last day of that month. The
Administrator may, however, in its discretion determine the income or loss attributable to Excess
Salary Reduction Contributions for the aggregate of the Year for which the Excess Salary Reduction
Contributions were made and the gap period following that Year, by applying the standard method
described in the immediately preceding paragraph to this aggregate period, which shall be
accomplished by



-7-









 





(i) substituting the income or loss for that Year and that gap period for the income or loss
for that Year, and (ii) substituting the amounts taken into account under the Actual Deferral
Percentage test for that Year and that gap period in determining the fraction that is multiplied by
that income or loss.




     For Years beginning before January 1, 2006, the income or loss attributable to the portion of
the Excess Salary Reduction Contributions that are to be distributed to a Highly Compensated
Employee hereunder shall be determined by multiplying the amount of the income or loss allocable to
the Participant’s 401(k) Account for the Year by a fraction, the numerator of which is the portion
of the Excess Salary Reduction Contributions for the Year that are to be distributed to that
Participant and the denominator of which is the balance of his 401(k) Account on the last day of
the Year after adjustment as of such date under Section 7.2. In adjusting a Participant’s Excess
Salary Reduction Contributions for the income or loss attributable to such excess contributions,
the income or loss attributable to such excess contributions for the “gap period” as defined in
this Section 4.3 shall not be considered.



     3. The third and fourth paragraphs of Section 5.2 of the Plan, as amended, are hereby amended
and replaced, effective January 1, 2008, by the following three paragraphs to read as follows:



     Except as determined otherwise by the Administrator pursuant to this paragraph, the income or
loss attributable to the portion of the Excess Matching Contributions for any Year beginning after
December 31, 2005 that are to be distributed to a Highly Compensated Employee or forfeited from his
Employer Account hereunder shall be determined by multiplying the amount of the income or loss
allocable to the Participant’s Employer Account for the Year by a fraction, the numerator of which
is the portion of the Excess Matching Contributions for the Year that are to be distributed to that
Participant or forfeited from his Employer Account and the denominator of which is the sum of the
balance of the Participant’s Employer Account as of the first day of the Year and any Matching
Contributions allocated to the Participant’s Employer Account for that Year. The Administrator
may, in its discretion, determine to use any other reasonable method for computing the income or
loss attributable to Excess Matching Contributions, provided that the method (i) does not violate
Section 401(a)(4) of the Code, (ii) is used consistently for all Participants and for all
corrective distributions and forfeitures under the Plan for the Year, and (iii) is used by the Plan
for allocating income or loss to Participants’ Individual Accounts. The Plan shall not be
considered to fail to use a reasonable method for computing the income or loss attributable to
Excess Matching Contributions merely because the income or loss attributable to Excess Matching
Contributions is determined on a date that is no more than seven days before the date of
distribution or forfeiture of such Excess Matching Contributions.



     In adjusting a Participant’s Excess Matching Contributions for the income or loss attributable
to such Excess Matching Contributions for the Years beginning January 1, 2006 and January 1, 2007,
the income or loss attributable to such excess contributions for the “gap period” shall be
considered. For purposes of this Section 5.2, “gap period” shall mean the period beginning with
the first day of the Year next following the Year for which the Excess Matching Contributions were
made on behalf of the Participant and ending on the date of distribution or forfeiture of such
Excess Matching Contributions. The Administrator may, in its discretion,



-8-









 





determine to use the safe harbor method to determine income or loss attributable to Excess
Matching Contributions for the gap period under which the income or loss attributable to Excess
Matching Contributions for the gap period shall be equal to ten percent of the income or loss
attributable to Excess Matching Contributions for the Year that would be determined under the
immediately preceding paragraph, multiplied by the number of calendar months that have elapsed
since the end of that Year. For purposes of calculating the number of calendar months that have
elapsed under this safe harbor method, a corrective distribution or forfeiture that is made on or
before the 15th day of a month shall be treated as made on the last day of the preceding
month and a corrective distribution or forfeiture that is made after the 15th day of a
month shall be treated as made on the last day of that month. The Administrator may, however, in
its discretion determine the income or loss attributable to Excess Matching Contributions for the
aggregate of the Year for which the Excess Matching Contributions were made and the gap period
following that Year, by applying the standard method described in the immediately preceding
paragraph to this aggregate period, which shall be accomplished by (i) substituting the income or
loss for that Year and that gap period for the income or loss for that Year, and (ii) substituting
the amounts taken into account under the Contribution Percentage test for that Year and that gap
period in determining the fraction that is multiplied by that income or loss.




     For Years beginning before January 1, 2006, the income or loss attributable to the portion of
the Excess Matching Contributions for a Year that are to be distributed to a Highly Compensated
Employee or forfeited from his Employer Account hereunder shall be determined by multiplying the
amount of the income or loss allocable to the Participant’s Employer Account for the Year by a
fraction, the numerator of which is the portion of the Excess Matching Contributions for the Year
that are to be distributed to that Participant or forfeited from his Employer Account and the
denominator of which is the balance of the Participant’s Employer Account on the last day of the
Year after adjustment as of such date under Section 9.2. In adjusting a Participant’s Excess
Matching Contributions for the income or loss attributable to such excess contributions, the income
or loss attributable to such excess contributions for the “gap period” as defined in this Section
5.2 shall not be considered.



     4. Section 15.2 of the Plan, as amended, is hereby amended, effective January 1, 2007, by
adding the following sentences to the end thereof to read as follows:



Effective for any Notice required by this Section 15.2 to be provided after December 31, 2006 by
the Administrator to any Participant or Former Participant of the right to defer any distribution
until his Required Beginning Date, such Notice must also notify the Participant or Former
Participant of the consequences of failing to defer such receipt. Effective January 1, 2007, the
90-day period specified in this Section 15.2 shall automatically be revised to 180 days.




-9-









 








     IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has
caused this Amendment No. 15 to be executed on the date first above written.



	 	 	 	 	 	 	 
	 	 	ENSCO INTERNATIONAL INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Cary A. Moomjian, Jr.
 

	 	 
	 	 	Name: Cary A. Moomjian, Jr.	 	 
	 	 	Title: Vice President	 	 







-10-